By-Laws

PREAMBLE

These By-Laws are in accordance with the "Articles of Incorporation of the Texas Medieval Association," hereinafter referred to as "the Association." In any conflict between the Articles of Incorporation and these By-Laws the Articles of Incorporation shall take priority.

ARTICLE I. PURPOSE

The purpose of these By-Laws is to establish a governing structure for the Association in accordance with its Articles of Incorporation.

ARTICLE II. YEAR

The working year of the Association, for all purposes, shall be September 1 to August 31.

ARTICLE III. GOVERNING STRUCTURE

The operation of the Association shall be directed by its Officers and Directors from its Headquarter Offices in accordance with the provisions of these By-Laws.

ARTICLE IV. HEADQUARTERS

The Headquarters of the Association are at Baylor University, and its offices are within the College of Arts and Sciences of that University.

ARTICLE V. OFFICERS

The Officers of the Association shall be the President, Secretary, Treasurer, Executive Editor, and Newsletter Editor(s). With the exception of the Presidency the Officers of the Association may be appointed in plurality. All Officers of the Association shall be voting members of the Executive Board, and if holding office in plurality shall exercise the votes of those of those offices. The President shall be pre-elected by simple majority of the membership of the Association in attendance at the Annual Conference two years before the year of office, shall hold office for one year and shall not be immediately re-electable.

ARTICLE VI. DIRECTORS

There shall not be more than three (3) Directors of the Association, who shall be voting members of the Executive Board, and who shall be elected by the simple majority of the membership in attendance at the annual conference. Directors, who shall not act as Officers in plurality with their Directorship, may serve up to two consecutive terms (with no limit on non-consecutive terms) of two years. The terms of office of the initial Directors shall, in order to ensure continuity in the operation of the Association, be decided by the Officers, and may vary from one (1) to three (3) years.

ARTICLE VII. EXECUTIVE BOARD

The Executive Board of the Association, which shall determine all the business of the Association, shall consist of the Officers and not more than three Directors, all of whom shall have equal voting rights. The President shall not exercise a casting vote. Additionally, the immediate past-President and Presidents-Elect shall be non-voting members of the Executive Board. The Executive Board shall have power to co-opt additional non-voting members for terms which shall not exceed one (1) year at any co-option.

The Executive Board shall meet at the Annual General Meeting and at other times at its need or discretion.

ARTICLE VIII. ADVISORY BOARDS / SUBCOMMITTEES

The Executive Board may, at its discretion, appoint such Advisory Boards and Subcommittees as it may, from time to time, deem to be of assistance to the Association. All Advisory Boards and Subcommittees shall be chaired by an Officer or Director. No Advisory Board or Subcommittee (except the conference Subcommittee) shall continue in existence for more than one (1) year without formal renewal by the Executive Board.

ARTICLE IX. VICE PRESIDENTS

The Executive Board may propose to the membership of the Association at the Annual Meeting the election of scholars of distinction to non-voting Vice Presidency in the Association. Vice Presidents shall serve without term and shall pay no dues.

ARTICLE X. CORRESPONDING MEMBERS

The President, on behalf of the Executive Board, may invite foreign nationals of distinction to Corresponding Membership of the Association without term, and without payment of membership dues. Corresponding Members shall not exercise voting rights.

ARTICLE XI. QUORUM

The Quorum for a meeting or consultation of the Executive Board shall be six.

ARTICLE XII. MINUTES, REPORTS, AND AGENDA

The Minutes of all meetings or consultations of the Executive Board shall be recorded by the Secretary in the Minute Book of the Association, and shall be submitted for confirmation to the next formal meeting of the Executive Board.

Minutes of all meetings or consultations of Advisory Boards or Subcommittees shall be kept by a designated member of the Advisory Board or Subcommittee and shall be sent to the Secretary of the Association to be included on the Agenda for meetings of the Executive Board.

Matters for inclusion on the Agenda of a meeting of the Executive Board must be received by the Secretary of the Association not less than four calendar weeks before the date of the meeting. The Secretary of the Association may accept matters for late inclusion on the Agenda at the discretion of the President or, in his absence, by his designated deputy.

ARTICLE XIII. ANNUAL GENERAL MEETING

An Annual General Meeting of the Association shall be held in conjunction with the Annual International Conference of the Association, of which notice shall be given to all members.

The Annual General Meeting shall receive the Reports of the President, Secretary, Treasurer, and Editor, together with such other reports and business as the Executive Board may decide, and the provisional accounts for the previous year, and shall elect Directors as necessary and appropriate.

The business of the Annual General Meeting shall be determined by the Executive Board save that items submitted to the Secretary of the Association not less than four calendar weeks before the date of the Annual General Meeting and endorsed by not less than fifty members of the Association shall be included.

ARTICLE XIV. SPECIAL GENERAL MEETING

A Special General Meeting of the Association may be called, at not less than four calendar week's notice to all members, by the decision of the Executive Board or at the request of fifty members of the Association made in writing to the Secretary of the Association, and specifying the precise nature of the business to be discussed.

ARTICLE XV. ELECTIONS

The election of Directors, when applicable, shall be by simple majority of the members present at the Annual General Meetings. Proxy or written votes shall not be entertained. In the event of a tied vote the President, or his deputy pro-tem, may exercise a casting vote. Full notices of all candidates for election shall be presented to all members of the Association by the Secretary. All candidates for election shall must signify in writing to the Secretary of the Association of their willingness to stand. Elections shall be conducted by secret ballot in accordance with procedures established by the Executive Board.

ARTICLE XVI. RESIGNATION AND REMOVAL

A Director who fails to attend, without substantial cause, two consecutive meetings of the Executive Board shall be deemed to have resigned his Directorship.

A Director may be removed from the Executive Board by

(a) a two-thirds majority of the whole Executive Board.

(b) a two-thirds majority of those members present at an Annual General Meeting or a Special General Meeting of which due notice has been given, save that no Director shall be removed from office in his unavoidable absence and without clear statement of the reasons for the requested removal, to which the Director must have a right of reply in person.

ARTICLE XVII. INDIVIDUAL MEMBERSHIP

Membership of the Association is open to any person of whatever race, color, gender, or religion who, in the opinion of the Executive Board (whose decision shall be final) is qualified for membership. The Secretary of the Association will, on request, furnish details of the qualifications which, prima facie, seem to qualify a candidate for consideration for membership. A candidate for membership, whose request has been denied, may ask for that application to be reconsidered at the next meeting of the Executive Board, and may at the Board's discretion be permitted to attend that part of the Board's meeting.

The Executive Board, acting through the Secretary and President or Vice President, may admit a candidate to provisional membership pending the decision of the Executive Board at its next meeting.

All members pay such membership dues as may, from time to time, be decided by the Executive Board. Failure to pay such dues within three months of the due date (September 1), and after one reminder, will result in the automatic cancellation of membership, which may only be re-instated at a meeting of the Executive Board and after the payment of any outstanding dues or charges.

ARTICLE XVIII. INSTITUTIONAL MEMBERSHIP

Institutions may seek membership in the Association in accordance with the criteria, procedures, and penalties established for individual members and on payment of the dues decided by the Executive Board.

ARTICLE XIX. TEMPORARY MEMBERSHIP

The Executive Board, acting through the Secretary and President or Vice President, may at its discretion grant temporary membership of the Association for a period not exceeding four months and on payment of an appropriate fee.

ARTICLE XX. RECIPROCAL MEMBERSHIP

Members of other associations may be admitted to associate membership of the Association on a reciprocal basis of the Executive Board.

ARTICLE XXI. VOTING RIGHTS

All individual members, and institutions acting through a nominated individual, have equal voting rights, which may not be exercised in absentia. No individual may exercise voting rights both on his own behalf and on that of an institution. Temporary and reciprocal members do not exercise voting rights. Members whose dues have not been paid at the time of election or meeting may not exercise their votes.

ARTICLE XXII. DUTIES

The duties and responsibilities of the Officers of the Association are set out in the attached Schedules, which may be amended by the Executive Board at its discretion.

ARTICLE XXIII. ACTIVITIES

The activities of the Association shall be all or any of those concerned with academic study, discussion and development both internationally and nationally as decided and interpreted by the Executive Board, and as indicated in the Schedule attached to these By-Laws.

ARTICLE XXIV. AMENDMENTS

These By-Laws may be amended by a two-thirds majority of the full Executive Board or by a two-thirds majority of entitled members e Association voting in person at an Annual General Meeting or a Special General Meeting, always providing that such amendments are not in conflict with the Articles of Incorporation.

ARTICLE XXV. RATIFICATION

These By-Laws take immediate effect when formally ratified by the initial Directors of the Association as recorded in the Articles of Incorporation.

September 1, 1993

Schedule A: Duties

The President shall chair all meetings of the Executive Board and shall preside at the Annual International Conferences of the Association, and at other Colloquia, Conferences, Workshops, Lectures, unless this responsibility is delegated, during his period of office (which shall commence with his election and induction at the end of the appropriate Annual Conference). The President shall represent the Association before other bodies, and major speakers at the Association's conferences and activities shall be invited by him, in his name or on his behalf. The President shall present a Report to the Annual General Meeting of the Association.

Secretary

The Secretary shall maintain the records and minutes of the Association in all its activities and constituent committees, and ensure that they are produced for discussion and approval at the appropriate committees and meetings.

The Secretary shall

(a) circulate all members of the Executive Board with the minutes of Executive Board meetings not more than one week after any meeting and not less than four weeks before the meeting at which they are to be produced for confirmation.

(b) prepare the Agenda, in consultation with the President and Officers, for all Executive Board meetings and circulate this Agenda and associated papers to Executive Board members not less than four weeks before such a meeting.

(c) circulate all members of the Association with the Agenda and papers for the Annual General Meeting of the Association (and any Special General Meeting) not less than four weeks before such meetings.

(d) oversee, direct and adjudicate all votes taken by the Executive Board and members of the Association.

(e) be a member of the Conference Subcommittee, and may be a member of any other Advisory Board or Subcommittee at the discretion of the Executive Board.

(f) distribute the Newsletter of the Association to the Membership.

(g) present an annual Report to the Annual General Meeting.

The Treasurer shall maintain the accounts of the Association authorized by the Executive Board and the books of the Association.

The Treasurer shall also

(a) report to the Executive Board at its meetings and shall present a Financial Report and Accounts for the previous financial year to the Annual General Meeting, at which they must be approved.

(b) recommend appropriate levels of fees and dues for approval by the Executive Board.

(c) control and approve all expenditure and financial undertakings on behalf of the Association. No expenditure or liability incurred without the Treasurer's formal approval shall be a charge upon the Association.

(d) be a member of the Conference Subcommittee and any other Advisory Board or Subcommittee which has, or may have, a financial aspect and shall exercise a decisive voice in the establishment of any fees, dues or charges, which must be formally approved by him.

The Executive Editor shall be responsible for the organization and administration of the publishing activities of the Association (only excepting the finances which shall remain the responsibility of the Treasurer), and shall report on those activities to the Annual General Meeting of the Association.

Newsletter Editor

The Newsletter Editor(s) shall produce the Newsletter of the Association for approval by the Executive Board and for distribution to the membership by the Secretary.

Directors

The Directors of the Association shall attend and participate fully in the meetings of the Executive Board and shall take on such specific responsibilities as the Executive Board may from time to time decide and report.

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